Form 4: Upstart Holdings Officer Executes Pre-Planned Stock Option Exercises and Share Sales
Insider Trading Disclosure
Natalia Mirgorodskaya, Upstart Holdings' Chief Accounting Officer, exercised stock options and subsequently sold a portion of her shares on July 2, 2025, as part of a pre-established Rule 10b5-1 trading plan.
Summary
- Natalia Mirgorodskaya, Chief Accounting Officer and Controller of Upstart Holdings, Inc. (UPST), engaged in transactions involving company common stock.
- On July 2, 2025, she acquired 5,460 shares of common stock by exercising employee stock options at a price of $25.9 per share.
- Concurrently, she acquired an additional 1,073 shares of common stock by exercising employee stock options at a price of $15.23 per share.
- Following these acquisitions, she disposed of 6,533 shares of common stock through sales at a weighted average price of $70.0558 per share, with individual sales ranging from $70.00 to $70.07.
- All reported option exercises and sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on November 25, 2024.
- After these transactions, Natalia Mirgorodskaya beneficially owns 24,623 shares of Upstart Holdings common stock, which includes restricted stock units (RSUs).
- She holds 7,677 remaining employee stock options with an exercise price of $25.9, which began vesting monthly from September 20, 2022.
- The employee stock option for 1,073 shares was fully vested and exercised.
Sentiment
Score: 5
Explanation: The sentiment is neutral. The transactions are routine insider activity (option exercise and sale) conducted under a pre-planned Rule 10b5-1 program, which typically does not convey strong positive or negative sentiment about the company's prospects.
Positives
- The exercise of stock options indicates the reporting person is realizing value from their compensation package.
- Transactions were conducted under a Rule 10b5-1 trading plan, indicating pre-planning and not a reaction to immediate market conditions or new non-public information.
Negatives
- The sale of 6,533 shares by a key officer could be perceived negatively by some investors, although it was part of a pre-planned trading strategy.
Future Outlook
No forward-looking statements or guidance regarding the company's future performance or strategic direction are provided in this filing, as it pertains solely to insider trading activity.
Management Comments
- The option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2024.
Industry Context
This Form 4 filing details an individual insider transaction and does not provide information relevant to broader industry trends or competitive landscape analysis. It reflects standard equity compensation and liquidity management practices for corporate executives.
Comparison to Industry Standards
- This document reports on individual insider trading activity, which is not typically compared to industry-wide financial performance benchmarks.
- The transactions reflect the exercise of employee stock options and subsequent sale of shares, a common practice for executives to realize value from their compensation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Natalia Mirgorodskaya granted a Limited Power of Attorney to Scott Darling, Steven Madrid, and Jessica Jeong to execute and file SEC forms (Forms 144, ID, 3, 4, 5) on her behalf for securities law compliance. | 2025-07-02 | This streamlines the process for the reporting person to comply with SEC filing requirements for insider transactions, ensuring timely and accurate disclosures. |
Related Party Transactions
- The reported transactions are related party transactions, as they involve an officer of the company trading in the company's securities. These are disclosed as legally required insider transactions.
Stakeholder Impact
- Shareholders: The sale of shares by an officer could be interpreted differently by investors; however, the Rule 10b5-1 plan suggests it is for personal financial planning rather than a negative outlook on the company.
- Employees: No direct impact on employees is indicated.
Next Steps
- The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request to the Issuer, any security holder, or the SEC staff.
Key Dates
| Date | Description |
|---|---|
| 2022-09-20 | Vesting commencement date for a portion of the employee stock option for 5,460 shares (1/36th of shares vested, and monthly thereafter). |
| 2024-11-25 | Date the Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 2025-07-02 | Date of option exercises and stock sales transactions, and the date the Limited Power of Attorney was executed. |
| 2025-07-07 | Date the Form 4 was signed by power of attorney. |
| 2032-08-31 | Expiration date of the employee stock option for 5,460 shares. |
| 2033-03-17 | Expiration date of the employee stock option for 1,073 shares. |
Recommendation
holdKeywords
Upstart Holdings, UPST, Form 4, SEC filing, insider trading, stock options, Rule 10b5-1, Natalia Mirgorodskaya, Chief Accounting Officer, stock sale, equity compensation
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